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Cats slowly emerge from their hiding places in the junkyard. Seeing the humans, they are aloof, but as they explain that they are Jellicle Cats, they begin to relax.

The Cats explain that Jellicles have three different names, then return to their hiding places. Victoria, a young white female, dances in the moonlight. Quaxo, the black cat, joins her. Together they invite the cats to the Jellicle Ball.

A grey tabby, Munkustrap, explains that they are meeting for a grand celebration. Their leader, Old Deuteronomy, will choose one cat to journey to the Heaviside Layer and be reborn.

Munkustrap introduces Jennyanydots, the Gumbie Cat. She is a very organized homemaker that keeps the house tidy and the cockroaches in line.

The Rum Tum Tugger makes his presence known. As all of the females swoon, the rock and roll cat describes himself.

His song is interrupted by Grizabella, the glamour cat. Demeter sings of her history as Grizabella searches for acceptance. Rejected by the Jellicles, she slinks off as Bustopher Jones waddles in.

The fat high-class cat sings about his favorite pubs and clubs, until a loud crash scatters the cats. A cute giggle is heard as Mungojerrie and Rumpelteazer enter the deserted junkyard.

The two Cockney pranksters proudly describe all the trouble they cause for their humans. As they finish their song, the other cats emerge and surround them so they can't escape.

Several of the cats sense their leader Old Deuteronomy nearby. As the elderly cat approaches, Munkustrap and Rum Tum Tugger sing about him.

With Munkustrap narrating, the cats present a play to entertain their leader. Although it doesn't go quite the way Munkustrap had planned, Old Deuteronomy seems to enjoy it.

Another loud crash scatters the cats, but they emerge one by one for the Jellicle Ball. Victoria becomes an adult, and the cats celebrate the fact that they are Jellicle Cats.

Grizabella returns, looking for understanding. In the end, she slinks off, still alone.

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Old Deuteronomy explains to the cats that they missed the true meaning of the happiness they experienced at the Ball. Jemima says that you can find the meaning by looking into your memories.

Jellylorum introduces Gus, the theatre cat. He sings of his many triumphs on the stage in his youth. Seeing his glorious past slipping away, he slowly leaves the junkyard.

The cats begin the song of Skimbleshanks, the railway cat. The well-liked cat sings of his adventures on the Sleeping Car Express, where he runs everything for the humans.

Another crash is heard, and the villainous Macavity appears and captures Old Deuteronomy. As the toms try to track him down, the queens, led by Demeter and Bombalurina, sing of the infamous criminal.

Macavity returns, disguised as Old Deuteronomy. Demeter exposes him, and the toms drive him out of the junkyard. Before he leaves, Macavity short-circuits the lights. The Jellicles are left in darkness, with no way of finding Old Deuteronomy.

Rum Tum Tugger suggest they call on Mr. Mistoffelees, the conjuring cat. The magical cat turns on the lights, rescues Old Deuteronomy, and manages to impress everyone with his dancing.

As Old Deuteronomy prepares to choose the cat to be reborn, Grizabella appears again. She sings of her past and her memories, and is finally accepted by the Jellicles.

Grizabella is chosen for the journey to the Heaviside Layer. As dawn approaches, Old Deuteronomy explains to the humans the proper way to address a cat.

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